Nutex Health Inc
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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FY2023 · Filed Mar 29, 2024
NUTX$186.25-4.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Management Report on Internal Control Over Financial Reporting
| | | Management Report on Internal Control Over Financial Reporting | |
|---|---|---|---|
| | | | |
| | Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 688) | ||
| Notes to Consolidated Financial Statements | |||
(b)Exhibits:
| · · Incorporated by Reference (File No. 000-53862) | ||||
|---|---|---|---|---|
| Exhibit No | Description | Form | Exhibit | File Date |
| 2.1 | Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHP, Merger Sub, and the Signing Stockholder | 8- K | 2.1 | Mar. 2, 2021 |
| 2.2 | Agreement and Plan of Merger, dated as of February 25, 2021 by and among the Registrant, AHA, and Merger Sub | 8-K | 2.3 | Mar. 2, 2021 |
| 2.3 | Agreement and Plan of Merger dated as of November 23, 2021 among Clinigence Holdings, Inc., Nutex Acquisition LLC, Nutex Health Holdco LLC, Micro Hospital Holding LLC (solely for the purposes of certain Sections ), Nutex Health LLC (solely for the purposes of certain Sections) and Thomas T. Vo in his capacity as the Nutex Representative | 8-K | 99.1 | Nov. 24, 2021 |
| 2.4 | Agreement and Plan of Merger dated effective as of October 21, 2021, by and between Clinigence Holdings, Inc., Clinigence Procare Health, Inc., Procare Health, Inc. Anh Nguyen and Tram Nguyen | 8-K | 2.1 | Oct. 21, 2021 |
| 2.5 | Form of Contribution Agreement (Under Construction Hospitals) as of November 23, 2021 by and among Nutex Health Holdco LLC and the owners listed on the signature pages thereto | 10-Q | 2.5 | Aug. 22, 2022 |
| 2.6 | Form of Contribution Agreement (Ramping Hospitals) as of November 23, 2021 by and among Nutex Health Holdco LLC and the owners listed on the signature pages thereto | 10-Q | 2.6 | Aug. 22, 2022 |
| 2.7 | Form of Contribution Agreement (Mature Hospitals) as of November 23, 2021 by and among Nutex Health Holdco LLC and the owners listed on the signature pages thereto | 10-Q | 2.7 | Aug. 22, 2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation | 8-K | 3.1 | July 5, 2023 |
| 3.2 | Second Amended and Restated Bylaws | 8-K | 3.2 | Apr. 4, 2022 |
| 4.1 | Note Purchase Agreement dated May 15, 2019. | 10-K | 4.1 | May 14, 2020 |
| 4.2 | Form of Convertible Promissory Note dated November 18, 2019 | 8-K | 10.2 | Nov. 22. 2019 |
| 4.3 | Form of Warrant November 18, 2019 | 8-K | 10.3 | Nov. 22. 2019 |
| 4.4 | 2019 Omnibus Equity Incentive Plan | S-8 (333-267710) | 10.2 | Sep. 30, 2022 |
| 4.5 | Amended and Restated Nutex Health Inc. 2022 Equity Incentive Plan | S-8 (333-267710) | 10.1 | Sep. 30, 2022 |
| 4.6 | Description of Common Stock | 10-Q | 4.6 | Aug. 22, 2022 |
| 4.7 | Registration Rights Agreement dated as of April 1, 2022 by and among Nutex Health Inc. and the stockholders of Nutex Health Holdco LLC set forth on Schedule A thereto | Schedule 13D | 99.2 | Apr. 11, 2022 |
| 4.8 | Amendment No. 1 dated as of July 1, 2022 to Registration Rights Agreement dated as of April 1, 2022 | 10-Q | 4.9 | Aug. 22, 2022 |
| 4.9 | Registration Rights Agreement dated as of November 14, 2022 between Nutex Health Inc. and Lincoln Park Capital Fund, LLC | 8-K | 10.2 | Nov. 18, 2022 |
| 4.10 | Amended and Restated Nutex Health Inc. 2023 Equity Incentive Plan | Schedule 14A | Appendix A | May 19, 2023 |
| 4.11 | Nutex Health Inc. 2023 Employee Stock Purchase Plan | 8-K | 10.2 | July 5, 2023 |
| 4.12* | Form of 8% Convertible Promissory Note due October 31, 2025 | | | |
| 4.13* | Form of Stock Purchase Warrant expiring December 31, 2029 | | | |
| 4.14 | Form of Common Stock Purchase Warrant | 8-K | 4.1 | Jan. 24,2024 |
| 10.1 | Master Services Agreement dated as of February 25, 2021 by and between AHA Management, Inc. and AHPIPA | 8-K | 2.2 | Mar. 2, 2021 |
| 10.2 | Intellectual Property Asset Purchase Agreement, dated as of May 27, 2020 by and among the Registrant, Clinigence Health, AHA, and AHA Analytics | 8-K | 2.1 | Jun. 3, 2020 |
| 10.3 | Intellectual Property License Agreement, dated as of May 27, 2020 by and between Clinigence Health and AHA Analytics | 8-K | 2.2 | Jun. 3, 2020 |
| 10.4 | Managed Services Agreement, dated as of May 27, 2020 by and between Clinigence Health and AHA Analytics | 8-K | 2.3 | Jun. 3, 2020 |
| 10.5 | Securities Purchase Agreement between Clinigence Holdings, Inc. and Apollo Medical Holdings, Inc. dated as of September 21, 2021 | 8-K | 3.02 | Oct. 1, 2021 |
| 10.6 | Form of Board of Directors Agreement | 8-K | 10.1 | Apr. 26, 2022 |
| 10.7 | Employment Agreement between Thomas T. Vo and Clinigence Holdings, Inc. (to be renamed Nutex Health Inc.) dated as of April 1, 2022 | 8-K | 10.1 | Apr. 4, 2022 |
| 10.8 | Employment Agreement between Warren Hosseinion and Clinigence Health Holdings, Inc. (to be renamed Nutex Health Inc.) dated April 1, 2022 | 8-K | 10.2 | Apr. 4, 2022 |
| 10.9 | Employment Agreement, dated as of June 8, 2022, between the Company and Jon Bates. | 8-K | 10.2 | Jun. 10, 2022 |
| 10.10 | Form of Commercial Lease Agreement (Hospital Entities) including Parent Guarantee (Nutex Health Inc.) | 10-Q | 10.11 | Aug. 22, 2022 |
| 10.11 | Form of Construction Loan Agreement (Hospital Entities) including Personal Guarantee (Related Parties) | 10-Q | 10.12 | Aug. 22, 2022 |
| 10.12 | Purchase Agreement dated as of November 14, 2022 between Nutex Health Inc. and Lincoln Park Capital Fund, LLC | 8-K | 10.1 | Nov. 18, 2022 |
| 10.13 | Form of Restricted Stock Award Rescission Agreement | 10-K | 10.14 | Mar. 2, 2023 |
| 10.14 | Partial Option Cancellation Agreement | 8-K | 10.1 | Jan. 4, 2023 |
| 10.15 | Pre-Paid Advance Agreement by and between YA II PN, Ltd., a Cayman Islands exempt limited partnership and Nutex Health Inc., dated April 11, 2023. | 8-K | 10.1 | Apr. 12, 2023 |
| 10.16 | Employment Agreement by and between the Company and Pamela Montgomery dated August 8, 2022. | 10-Q | 10.1 | May 15, 2023 |
| 10.17 | Employment Agreement, dated as of August 28, 2023, between the Company and Joshua DeTillio. | 8-K | 10.1 | Sep. 5, 2023 |
| 10.18* | Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of October 29, 2019. | | | |
| 10.19* | Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of February 22, 2021. | | | |
| 10.20* | Second Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of July 1, 2021. | | | |
| 10.21* | Third Amendment to Employment Agreement between Clinigence Holdings, Inc. and Elisa Luqman dated as of August 15, 2021. | | | |
| 10.22* | Fourth Amendment to Employment Agreement between Nutex Health Inc. and Elisa Luqman dated as of June 14, 2022. | | | |
| 10.23 | Placement Agency Agreement between Maxim Group LLC and the Company dated January 22, 2024. | 8-K | 10.1 | Jan. 24, 2022 |
| 10.24 | Form of Securities Purchase Agreement dated as of January 22, 2024. | 8-K | 10.2 | Jan. 24, 2022 |
| 10.25* | Form of Notice of Grant and Stock Option Agreement | | | |
| 10.26* | Form of Restricted Stock Award Agreement | | | |
| 10.27* | Form of Restricted Unit Award Agreement | | | |
| 10.28* | Termination of Pre-Paid Advance Agreement dated February 8, 2024 | | | |
| 10.29 | Addendum to Employment Agreement between Nutex Health Inc. and Thomas T. Vo dated as of February 8, 2024 | 8-K | 10.1 | Feb. 9, 2024 |
| 10.30* | Employment Agreement between Nutex Health Inc. and Michael Chang dated as of September 9, 2022 | | | |
| 10.31* | Amendment to Employment Agreement between Nutex Health Inc. and Michael Chang dated as of January 31, 2024 | | | |
| 21.1* | List of Subsidiaries | | | |
| 23.1* | Consent of Marcum LLP | | | |
| 31.1* | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | |
| 31.2* | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | |
| 32.1** | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | |
| 32.2** | Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | |
| 97.1* | Nutex Health Inc. Compensation Recovery Policy | | | |
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | | | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | | | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | | | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | | | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | | | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | |
- Filed herewith
** Furnished herewith. This exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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